"I've been lucky in that I've always worked with writers whose voices are so specific that there really isn't any way to recalibrate things without them being intimately involved," says Steven Soderbergh as he swivels in a chair in the happily cluttered Flatiron District loft space that doubles as his office and painting studio. On this particular morning, one of those writers, Scott Z. Burns, is seated to Soderbergh's left, ready to join in the discussion of Side Effects, the devilish psychological thriller that marks Burns' third collaboration with the director, following the corporate whistle-blower farce The Informant! (2009) and the all-star virus drama Contagion (2011), where prominent billing was no guarantee of any cast member's survival. It is also the film Soderbergh has announced will be his last for the big screen, as he embarks on his "retirement," which is really just a shifting of creative gears (into painting, theater and possibly long-form television).

In Side Effects, a tattoo-free Rooney Mara plays Emily Taylor, a young bride whose joy over the imminent parole of her insider-trading husband (Channing Tatum) is offset by the return of her crippling clinical depression. Enter a shrink (Jude Law) who takes Emily as a patient, setting into motion one of the more deliciously knotty series of twists this side of Body Heat. Inspired by research Burns did at Bellevue while working as a writer on the short-lived ABC series Wonderland, as well as by his love of classic film noirs such as Double Indemnity, the script was originally intended to be Burns' own feature-directing debut (following the HBO film Pu-239). It passed into Soderbergh's hands after another planned Burns/Soderbergh project—the long-gestating film version of The Man From U.N.C.L.E.—got nixed by the studio at the 11th hour. And as with their previous films together, this one was a true creative partnership, in which Burns remained a key part of the filmmaking process long after he had finished the script.

OC Weekly:So, you're on set every day?

Soderbergh on the set

Scott Z. Burns: Yes.

Steven Soderbergh: And he sees every cut, every iteration, any idea that I have. And he's always got his own ideas. The problem becomes when you have somebody on set who's basically functioning as a security force to protect every little thing they wrote. That's a problem because when stuff's in front of you, you need to respond and sort of tweak things. But I've never had that. Paul Attanasio and I had a great experience working on the script of The Good German, but then he made it clear: "I'm never coming to the set. It bores the shit out of me. I have no interest in hearing people say what I wrote." And he never came, but that was his call.

Burns: Early on during The Informant!, I remember Matt [Damon] and I were having a conversation about some scene—it was the second or third day of shooting—when all of a sudden I thought, "Oh, this is probably not cool that I'm doing this." I got to set, and I said to [producer Gregory Jacobs], "I hope I didn't overstep my bounds, but Matt had a question . . ." I think I blamed it on Matt. And either Greg or Steven said to me, "Well, that's why you're here. You're here because you know the story better than any of us, and you're here to help keep track of it." The other options are not having the writer there at all, or having the writer there but muted, and I don't know why that would be helpful.

Steven, you've said that for Contagion, you established certain ground rules (e.g., no helicopter shots) to avoid falling into certain traps of the disaster-movie genre. Were there any similar rules for Side Effects vis-à-vis the thriller genre?

Soderbergh: I don't feel like there were as many because I guess I looked at Contagion as a horror film more than a disaster film. So I wanted to avoid the tropes of disaster movies that I always felt made them generic. We wanted it to be really intimate. We wanted you to be inside the experience, to never leave this handful of characters. So in post, we did a lot of rethinking to maintain that kind of focus.

Burns: I feel like you had some rules about how you treated New York in Side Effects.

Soderbergh: It's true, mostly because what are you going to do that hasn't been done by Sidney Lumet or Alan Pakula or Martin Scorsese or Spike Lee? What I decided was: I'm not going to do a New York montage. The only time I'm going to show an establishing shot is when, if I didn't show it, you wouldn't know where you are and would be confused. And, if I had to do an establishing shot, I'd make it really simple and brief. We also wanted the movie to be as lean as possible. My attitude was: If you took one shot out, the movie would be diminished; if you added one shot, it would be fat. During post, Scott would send me emails saying, "I don't think we need those two lines at the beginning of that scene." We really tried to be ruthless about it.

That reminds me of something I heard Walter Hill say recently: "I believe in brevity of statement." He was referring to the great studio directors such as John Ford and Raoul Walsh, who felt that each shot in a movie should somehow advance the story, But most movies today are full of fat and much too long. Who's to blame for that?

Soderbergh: The bottom line is that, on most movies, nobody in the chain is thinking in those terms. They're thinking only in terms of immediate effect. I wonder sometimes: Is this fallout from electronic editing, which allows you to try everything, and can result, I think, in movies being very fine-tuned on a micro level, but very shoddy on a macro level? One of the things I do when we're editing is, three or four times a week, I watch the whole film from beginning to end. Nothing will cure you faster of being in love with your own stuff than having to watch it three or four times a week. You can't just sit there polishing individual scenes for weeks on end.

Burns: I think it also happens in production. Since digital technology allows you to do more setups, people are more willing to say, "Oh, let's put the camera here" or, "I saw a movie where they whip-panned like this." I think once those possibilities exist, then the question becomes: Does the person making the movie have the discipline not to use them? As the camera gets easier to wave around and put in different places, people don't have to make as many decisions.

Soderbergh: I'm a big believer that every time you use a close-up, for example, you potentially diminish the power of the next one you're going to use. So I try to be very careful about when we start moving in. And then when you go in, there are choices to be made about how you go in. You'll notice in terms of Rooney and how her face is, I like to be above her a lot because she's got a very interesting angularity. Also, psychologically, it works, because there are issues in terms of how she's putting information out there, so to continually have the camera right at eye level wouldn't be serving her character very well.

I don't know; we may just be clowns who are stuck in some idea of classicism that doesn't have a place in movies anymore. I think you see more of what we're talking about in certain TV shows now than in movies. The kind of stuff we're talking about is exactly whet they're doing on Mad Men and Breaking Bad. They don't cut a lot. They don't do a lot of coverage. In the opening season of Breaking Bad, one episode started with this shot across the street of two guys on a bench—it went on for, like, six minutes, and it was the first shot of the episode! And there was a reason—something happened at the end of that. I remember watching that and thinking, "I haven't seen a movie with a shot that long in 10 years that wasn't made by Béla Tarr."

Side Effects engages with Big Pharma's highly effective grip on the American popular imagination.

Soderbergh: I think there's always been a variation in every culture, but particularly in America, of what in the world of physics would be called the unified field theory. Here's this thing—it used to be valium—that can get us all on the same page. What we're seeing, obviously, as these companies become bigger and have more resources, is that there are more opportunities for somebody to come up with the magic pill. The question on the table is: To what extent are they creating a sense for all of us that there is this huge problem to begin with? Are they the arsonists and the firemen? I mean, if you've got a company that's based on the premise of getting a lot of people to take a pill, I would think you'd spend a lot of time trying to convince people that there's a problem that will be solved by this pill.

Burns: Depression is a thing that really exists, and so is sadness. But those are two different things, and sadness can be a very well-reasoned response to a set of circumstances around you. Depression is a debilitating syndrome that is persistent. But if you're sad, you certainly don't want to stay there, and you don't want to get depressed, so why not take the pill that seems to solve the even bigger problem? When the people watching those commercials aren't all that educated about those things, and you see someone who looks like you staring out a window or sitting on a park bench being sad while everyone else is running around with a balloon, you want to be with the balloons.

How much access were you able to get to people in that world when you were doing your research?

Burns: I had a really great drug rep who talked to me. I've always been fascinated when I go to the doctor that there are these samples, and there are these women dressed to the nines trailing roller bags filled with more samples. [Former Bellevue staffer] Dr. Sasha Bardey would talk about how they come and ask you out to lunch or golf weekends in Hilton Head. They've passed laws against it, but the drug reps who I spoke to said it's still going on in different ways, like payola in radio. The New York Times ran a piece a couple of years ago about how drug companies recruit drug reps from college cheerleading squads. I think that sort of says it all.

So, what becomes of this great collaboration now that Steven is retiring from movies?

Soderbergh: Theater. We're going to do a play.

And maybe something for TV?

Soderbergh: There's always that possibility.

Burns: I'd love to do that.

Do you see any signs of hope in the fact that the studios seem to be re-embracing the mid-budget drama not based on a comic book or YA novel, as evidenced by movies such as Argo, Lincoln and Flight?

Soderbergh:Contagion was that. Contagion was, in theory, in that dead zone where you don't want to be in terms of its cost and its lack of awareness. I think Warner Brs. is pretty good about dedicating a slot or two to things like that, and then they're very good at selling them.

Burns: There's a project I'm working on right now at Fox, and the executives who I met were saying they were all really excited that there was an actual story, as if there was a new genre called "the story," and how they want to make more movies that are stories as opposed to comic books or sequels.

Soderbergh: Part of this is probably driven by the state of flux that the movie-star world is in. In the past few years, there have been some indications that certain people or combinations of people aren't the box-office slam dunks they used to be. And what people are beginning to realize, which used to be the case in the golden age of the American New Wave of the 1970s, is that stories and subjects can be as compelling as casts. So it would be great if there were a little bit of a shift to people going back to that thing of, like, "The story is the star of this." There is a way to sell that.

The reason I've been thinking more about TV is that the narrow-and-deep approach that seems to be paying off in long-form TV is something that really interests me. Scott and I are both people who like digressions, and TV is built for that. You can do whole episodes about some little thing that's tangential to the larger story, but absolutely is relevant if you're doing eight or 10 hours. But if you're doing a two-hour movie, that doesn't make the cut. I mean, Contagion . . . Boy, that would have been a great eight hours.

Burns: And if you look at Breaking Bad or Homeland or Mad Men, you see that TV audiences actually want characters who are conflicted and contradictory and complicated, which doesn't always work with studio movies.

Soderbergh: I think there are a lot of factors—it could be a post-9/11 thing—but I think what people go to the movies for has shifted in the past 10 years. I have a real sense, having gone through the preview process and gotten very direct feedback, that when it comes to movies people are looking for an experience that is generally more positive and more sewn-up than they used to. I think there are probably a couple of different factors, but if my theory is correct that, as a country, we are still experiencing a form of PTSD over 9/11, that it has still not been entirely processed because of the activities that have gone on since, which haven't really provided us with any sense of closure or any real answers, then getting up and leaving the house and going somewhere and putting your money down has resulted in a feeling of "I get enough of this shit at home. I want to see something that's not going to make me feel bad when I leave the theater." Not that we ever set out to make people feel bad, but if the role of art is to alter you in some small way and have you feel different when you come out the other end of the experience, certainly provoking people or suggesting an idea that's unsettling should be within your toolkit. The good news is, with all this great television, that distinction people used to make in terms of quality or respect between those two mediums is completely gone. For people like us, this is great because it means we can just go back and forth. It's another opportunity.

Burns: I can imagine at some point there's going to be a Girls movie, and I'll be there.

Soderbergh: Oh, yeah, I think there's a whole synergy going the other way that hasn't been exploited yet. Let's take a Mad Men or a Breaking Bad or a Homeland, and the show's been designed to run X number of seasons, and you know when it's going to end. I think it'd be super-cool to shoot the last two hours to be released theatrically the week after the penultimate episode. It doesn't have to be on 3,000 screens, but you'd be setting that up all year with these ads: The two-hour finale is going to be in theaters! You could run it for two weeks as an exclusive, and then pull it.

Burns: You'd have the community experience of going to a movie. It's like you've been watching Girls for two years alone with one other person, and then you go to a theater with 500 other people for the conclusion. I think the energy in that room would be amazing.

Soderbergh: Somebody's going to do that. It seems obvious to me. That's a great way to combine the two mediums, but there's also . . . what David Fincher's doing with Netflix [the original series House of Cards] is going to be really interesting. I had a conversation with the two people running Netflix, who were saying, "There's no paradigm here. We can do anything. You can have a show where one episode is 30 minutes and another is 80. We're not bound by any rules. So give us the crazy shit." And I said, "Well, that's good to know. I wasn't even thinking that way." So it may take a while for people to sort of unwind the assumptions that you make in dealing with the traditional version of this business and realize that this is a new thing.

Burns: I kind of feel at this point that, for me, in writing, it's this weird Venn diagram where here's everything that Hollywood will make and here's everything that I feel like I can do a good job writing, and the two barely kiss. I'm not sure that there isn't a bigger intersection somewhere else.